Binance has invested $100 million in Circle while entering a separate five-year agreement to promote the company’s USDC stablecoin.
The deal gives Binance an equity stake in Circle and creates a commercial arrangement tied to USDC balances on its platform.
Binance also faces restrictions on selling or transferring the shares for up to two years. The agreements deepen a partnership between two major players in the crypto market.
Binance buys 1.23 million Circle shares
An SEC filing shows that Binance received 1,237,011 Class A Circle shares through a private placement that closed on September 17. Binance paid $80.84 per share, putting the total investment of about $100 million.
Circle priced the shares below its market price when the transaction closed. However, neither Circle nor the filing disclosed the size of the discount.
The shares came through an unregistered private placement. As a result, Binance cannot resell them unless Circle registers the shares or another exemption applies.
Binance also agreed to a two-year lockup on the Circle stock. During that period, it cannot sell, transfer, pledge, or hedge the shares under the agreement.
The restrictions can end earlier if Binance terminates the commercial agreement under certain conditions. Binance can also transfer the shares to its affiliates.
Other exceptions cover court orders and legal requirements. A board-approved takeover can also proceed under the agreement. Meanwhile, Binance retains normal shareholder rights, including voting rights.
Circle received $100 million in cash from the share sale. The company will also pay Binance for promoting USDC across its platform.
Circle pays Binance to promote USDC
The five-year commercial agreement links Binance’s compensation to USDC held through its Modular Smart Contract Wallet service.
Under the deal, Circle will pay Binance a monthly fee based on a percentage of the USDC balance held through the service. In return, Binance will carry out marketing and promotional activities for USDC.
Either company can terminate the agreement early if certain conditions occur. However, the SEC filing does not disclose those conditions.
The deal also gives Binance exposure to Circle’s stock. CRCL traded in the mid-$80s when the transaction closed on September 17. It later climbed to $94.49 by September 21.
At that price, Binance’s 1,237,011 shares would have been worth about $116.9 million. However, the two-year lockup prevents Binance from immediately realizing that paper gain.
Circle’s partnership with Binance also expands an arrangement that began in late 2024. The latest agreement replaces earlier deals signed in November 2024 and August 2025.
The original partnership was announced in December 2024 during Abu Dhabi Finance Week. Binance said then that it would offer USDC across its products and hold USDC in its corporate treasury.
The latest agreement comes as stablecoin competition continues across crypto markets. Regulatory changes in Europe have also created challenges for USDT, while USDC has expanded its presence among regulated market participants.
